{ "id": 3163537, "name": "JOHNSTOWNE CENTRE PARTNERSHIP, Appellee, v. GEORGE CHIN, JR., et al., Appellants", "name_abbreviation": "Johnstowne Centre Partnership v. Chin", "decision_date": "1983-12-01", "docket_number": "No. 57908", "first_page": "284", "last_page": "291", "citations": [ { "type": "official", "cite": "99 Ill. 2d 284" } ], "court": { "name_abbreviation": "Ill.", "id": 8772, "name": "Illinois Supreme Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "583 S.W.2d 471", "category": "reporters:state_regional", "reporter": "S.W.2d", "case_ids": [ 9937528 ], "opinion_index": 0, "case_paths": [ "/sw2d/583/0471-01" ] }, { "cite": "244 S.E.2d 826", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1979, "opinion_index": 0 }, { "cite": "248 Ga. 270", "category": "reporters:state", "reporter": "Ga.", "year": 1979, "opinion_index": 0 }, { "cite": "266 N.W.2d 882", "category": "reporters:state_regional", "reporter": "N.W.2d", "case_ids": [ 10690064 ], "opinion_index": 0, "case_paths": [ "/nw2d/266/0882-01" ] }, { "cite": "15 Ill. 2d 272", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2766109 ], "pin_cites": [ { "page": "286" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/15/0272-01" ] }, { "cite": "265 Ill. 257", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 4780720 ], "weight": 2, "pin_cites": [ { "page": "262" } ], "opinion_index": 0, "case_paths": [ "/ill/265/0257-01" ] }, { "cite": "34 N.Y.U. L. Rev. 940", "category": "journals:journal", "reporter": "N.Y.U. L. Rev.", "year": 1959, "opinion_index": 0 }, { "cite": "62 Ill. App. 3d 375", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5621708 ], "pin_cites": [ { "page": "378" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/62/0375-01" ] }, { "cite": "45 Ill. App. 3d 970", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2894949 ], "year": 1978, "pin_cites": [ { "page": "972" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/45/0970-01" ] }, { "cite": "110 Ill. App. 3d 595", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2998710 ], "weight": 2, "pin_cites": [ { "page": "601" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/110/0595-01" ] } ], "analysis": { "cardinality": 720, "char_count": 12577, "ocr_confidence": 0.733, "pagerank": { "raw": 4.4032405140643795e-07, "percentile": 0.9199824005183314 }, "sha256": "b9b31064d9aa8fe6c7e479e0a6124455185ac8fff4ba88c4d0117e25876075e5", "simhash": "1:ccd3f672bec8a046", "word_count": 2036 }, "last_updated": "2023-07-14T18:32:07.109630+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "JOHNSTOWNE CENTRE PARTNERSHIP, Appellee, v. GEORGE CHIN, JR., et al., Appellants." ], "opinions": [ { "text": "JUSTICE CLARK\ndelivered the opinion of the court:\nPlaintiff, Johnstowne Centre Partnership, developed a shopping center in Champaign and leased part of the complex to defendants, George Chin, Jr., and Eddie Moy Chin. The Chins had planned to operate a restaurant in the shopping center, but they repudiated their lease before taking possession of the premises. The partnership filed suit in the circuit court of Champaign County, and the trial court awarded damages for defendants\u2019 breach of the rental agreement. The partnership sought additional damages on appeal, and the Chins filed a cross-appeal that maintained the partnership\u2019s breach excused the Chins\u2019 performance of the lease. The appellate court awarded the partnership additional damages and denied the Chins\u2019 cross-appeal. (110 Ill. App. 3d 595.) We granted the defendants\u2019 petition for leave to appeal (87 Ill. 2d R. 315(a)).\nOn February 25, 1976, the parties signed a 10-year lease beginning November 25, 1977, for a site in Johnstowne Centre, a new shopping complex near the University of Illinois campus. The Chins planned to operate a \u201cpasta house\u201d restaurant with a full menu, table service by waiters and waitresses, alcoholic beverages, and bar service. The Chins were concerned about possible competition, and the lease agreement contained a restrictive covenant which provides in pertinent part:\n\u201cLessor agrees that it will not permit any other tenant within JOHNSTOWNE CENTRE to operate restaurant facilities, except that Lessor may rent for purposes of a coffee shop or other snack shop operation premises not to exceed 1,500 square feet of interior space, plus outside seating area immediately adjacent to such premises. Said coffee shop or snack shop will have a limited menu and will not sell complete meals. Lessor will not permit any other tenant of JOHNSTOWNE CENTRE to obtain a liquor license for consumption of beverages on the premises within JOHNSTOWNE CENTRE. Notwithstanding the foregoing, any tenant within JOHNSTOWNE CENTRE shall be permitted to sell, as incidental to its operation, ice cream, candy, soft drinks, milk, packaged liquors, cheeses, grocery items and \u201ccarry-out\u201d snacks. This restriction also applies to the sixty-four feet of property immediately East of JOHNSTOWNE CEN-TRE.\u201d\nIn March 1976, the partnership signed a lease with a tenant named Lox, Stock & Bagel for space in the Johnstowne Centre Mall. Lox, Stock & Bagel began operating in December 1977, serving a variety of sandwiches, soups, beverages, desserts and a salad bar. Bagels and rye bread were baked on the premises, and the food was served cafeteria style, with customers lining up, choosing what they wanted to eat, and paying a cashier at the end of the line.\nThe Chins formally repudiated their lease on June 10, 1977. The partnership obtained a substitute tenant, the Parthenon Restaurant. The Parthenon signed a 10-year lease beginning March 15, 1978, but vacated the premises pursuant to a written termination agreement on November 30, 1979. After an eight-month period of vacancy, the premises were rented to Giordano\u2019s Restaurant. The lessees took possession of the premises on August 1,1980.\nThe partnership filed suit against the Chins on September 26, 1978, and the trial court awarded damages for the four months preceding the Parthenon\u2019s lease but denied recovery for the eight-month gap between the two substitute tenants. The trial court\u2019s award included rents, fees, and interest, and the Chins were credited with their down payment and deposit, with interest. The total award to the partnership totaled $16,252.07. The appellate court awarded additional damages for the eight-month gap between substitute tenants and refused to allow a setoff for the higher rent.paid by Giordano\u2019s after Giordano\u2019s took possession of the premises.\nWe turn now to the first issue raised on appeal, whether the alleged violation of the restrictive covenant excused the Chins\u2019 performance under the lease. Resolution of this issue involves careful scrutiny of the terms of the restrictive covenant. A contract\u2019s meaning must be determined from the words or language used, and a court cannot place a construction on the contract which is contrary to the plain and obvious meaning of the language. (Brown v. Miller (1977), 45 Ill. App. 3d 970, 972.) Extrinsic evidence may be introduced to explain the meaning of an ambiguous contract provision, but the provision is not rendered ambiguous simply because the parties do not agree on its meaning. White v. White (1978), 62 Ill. App. 3d 375, 378.\nIn the case at bar, the parties do not agree concerning the characterization of Lox, Stock & Bagel. The Chins argue that Lox, Stock & Bagel is a restaurant, and not a coffee or snack shop. The partnership argues that the terms of the restrictive covenant have not been violated, and that the Chins were not justified in repudiating their lease. Black\u2019s Law Dictionary defines the term \u201crestaurant\u201d: \u201cAn establishment where refreshments or meals may be obtained by the public. [Citation.] It includes cafes, lunchrooms, dairy lunch rooms, cafeterias, tea rooms, waffle houses, fountain lunches, sandwich shops, and many others.\u201d (Black\u2019s Law Dictionary 1477 (rev. 4th ed. 1968).) The term \u201csnack shop\u201d is not defined by Black\u2019s Law Dictionary, but Webster\u2019s defines \u201csnack bar\u201d as \u201ca public eating place where snacks are served, usu. at a counter.\u201d (Webster\u2019s Third New International Dictionary 2154 (1971).) A \u201ccoffee shop\u201d is defined as \u201ca small restaurant that is either independent or attached to a hotel and where light refreshments or regular meals are served.\u201d Webster\u2019s Third New International Dictionary 439 (1971).\nThe restrictive covenant in the Chins\u2019 lease was intended to restrict competition and provide a favorable climate for the Chins\u2019 restaurant to succeed. Such devices are commonly used in leases concerning property in shopping centers. (See Baum, Lessors\u2019 Covenants Restricting Competition, 1965 U. Ill. L.F. 228; Note, Restrictive Covenants in Shopping Center Leases, 34 N.Y.U. L. Rev. 940 (1959).) In the case at bar, it appears the parties intended the Chins\u2019 restaurant to be the only one operating within the confines of the shopping center. The limited exception to this covenant permitting a coffee shop or a snack shop has precipitated the semantic battle that brings the case before this court.\nThe trial court ruled on this issue, but the page that contains the trial judge\u2019s precise language is missing from the record on appeal. However, both parties agree that the trial judge characterized Lox, Stock & Bagel as a \u201crestaurant with a limited menu.\u201d The trial judge held that the restrictive covenant had not been violated, and the appellate court affirmed the trial court on this point. 110 Ill. App. 3d 595, 601.\nRestrictive covenants in leases are an intrinsic part of the contract between the lessor and the lessee, and the breach of a restrictive covenant can justify a lessee\u2019s repudiation of the lease. In University Club v. Deakin (1914), 265 Ill. 257, this court held that a lessee who had bargained for the exclusive right to operate a jewelry and art shop in a downtown building could repudiate the lease if the lessor subsequently allowed a competitor to set up shop in the same building. The court held:\n\u201cPlaintiff in error contracted for the exclusive right to engage in this particular business in that building. *** It is idle to say that an action for damages for a breach of contract would afford him ample remedy. He contracted with defendant in error for the sole right to engage in this specialty in its building, and if defendant in error saw fit to ignore that provision of the contract and suffer a breach of the same, plaintiff in error had the right to terminate his lease, surrender possession of the premises and refuse to further perform on his part the provisions of the contract.\u201d 265 Ill. 257, 262.\nHaving established that a breach of a restrictive covenant can justify a lessee\u2019s repudiation of a lease, we must now review the facts in this case to determine if they warranted the repudiation by the Chins. Three witnesses testified on this issue at trial. John Kiser, part owner and operator of Lox, Stock & Bagel, testified that he considered the operation to be a restaurant. Harold Halpem, one of the partners in the Johnstowne Centre Partnership, testified that he had discussed the possibility of a second eating establishment with the Chins before the lease was signed. However, the record merely reveals that Halpem showed one of the Chins a photograph of an eating establishment called the \u201cNutcracker Sweet\u201d as an example of what could be installed in the portion of the shopping center later occupied by Lox, Stock & Bagel. The partnership has not established that the Chins were apprised of the nature of their future neighbor, and the Chins did not alter the language of the restrictive covenant after this conversation. George Chin, Jr., testified that Halpem told him that the partnership planned to rent space to a snack shop that would serve yogurt, cookies and desserts, but not complete meals.\nWe must now determine if Lox, Stock & Bagel can be considered a snack shop or coffee shop that does not serve complete meals. The first part of the exception to the restrictive covenant is somewhat problematical. All restaurants have a menu that is limited to some degree. Even a restaurant that offers hundreds of dishes has a limited menu in the sense that there are thousands of dishes that are not offered. In applying the restrictive covenant to the facts before this court, the primary objective is to construe the contract as a whole to give effect to the intentions of the parties. (Martindell v. Lake Shore National Bank (1958), 15 Ill. 2d 272, 286.) Reading the two terms \u201climited menu\u201d and \u201ccomplete meals\u201d together provides a standard that is easier to apply to the facts in this case. Lox, Stock & Bagel served hot and cold meat sandwiches, lox, soup, cheeses, a salad bar, various desserts, milk, coffee, tea, and soft drinks, as well as \u201chomemade\u201d bagels and rye bread. Sandwiches were prepared on the premises, and customers had the option of having them heated in a microwave oven as they waited. The service of these items is not incidental to the operation of the restaurant. Paragraph three of the menu states, \u201cFor dessert, we serve a garden fresh carrot-nut cake and we feature the richest, creamiest cheesecake this side of the Catskills. Not a poor Midwestern imitation but the \u2018real thing\u2019 from Brooklyn! It\u2019s absolutely the best cheesecake you\u2019ll find and the perfect \u2018final touch\u2019 to a great meal!\u201d It is difficult to imagine why a restaurant that did not serve complete meals would make such a claim. The facts presented in this case clearly establish that Lox, Stock & Bagel was a restaurant serving complete meals, thus violating the restrictive covenant in the Chins\u2019 lease.\nThe cases relied on by the partnership are clearly distinguishable. In Snyder\u2019s Drug Stores, Inc. v. Sheehy Properties, Inc. (Minn. 1978), 266 N.W.2d 882, the court reasoned that the restrictive covenant had not been breached because the defendant\u2019s business was not of the same type as the plaintiff\u2019s. The restrictive covenant in Snyder\u2019s contained vague language that did not specifically designate what types of businesses were prohibited. The covenant in the case at bar can be more clearly construed because of its specific language. Courts confronted with covenants similar to the Chins\u2019 have generally enforced the provisions of the covenant. Webster v. Star Distributing Co. (1978), 248 Ga. 270, 244 S.E.2d 826; Wettstein v. Love (Tex. 1979), 583 S.W.2d 471.\nSince this issue is dispositive, we need not reach the other issues raised on this appeal. We conclude that the ruling of the trial court was against the manifest weight of the evidence and that the violation of the restrictive covenant justified the repudiation of the lease by the Chins. We therefore reverse the holding of the circuit court and the appellate court and remand the case for computation of the amount of the damages due the Chins based on their cross-appeal for a refund of their deposit and architect\u2019s fees.\nReversed and remanded, with directions.", "type": "majority", "author": "JUSTICE CLARK" } ], "attorneys": [ "Myer, Capel, Hirschfeld, Muney, Jahn & Aldeen, of Champaign, for appellants.", "Pelini, Crewell & Sheffler, of Champaign, for appellee." ], "corrections": "", "head_matter": "(No. 57908.\nJOHNSTOWNE CENTRE PARTNERSHIP, Appellee, v. GEORGE CHIN, JR., et al., Appellants.\nOpinion filed December 1, 1983.\nRehearing denied January 27, 1984.\nMyer, Capel, Hirschfeld, Muney, Jahn & Aldeen, of Champaign, for appellants.\nPelini, Crewell & Sheffler, of Champaign, for appellee." }, "file_name": "0284-01", "first_page_order": 296, "last_page_order": 303 }